Last updated: August 17, 2026
These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("you," "your," "Customer," or "user") and Trulay, Inc. ("Trulay," "we," "us," or "our") governing your access to and use of our communication platform, websites, APIs, SDKs, dashboards, and related services (collectively, the "Services").
By accessing, registering for, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Cookie Policy, and any applicable Order Forms or service agreements. If you do not agree to these Terms, you must not access or use the Services.
If you are using the Services on behalf of a business or entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Services on behalf of that entity.
For the purposes of these Terms, the following terms shall have the meanings set forth below:
To use certain features of our Services, you must create an account by providing accurate, current, and complete information during the registration process. You agree to maintain and promptly update your account information to keep it accurate and complete at all times.
You are responsible for maintaining the confidentiality of your account credentials, API keys, and all activity that occurs under your account. You agree to:
You agree that you are solely responsible for all actions taken through your account, whether or not authorized by you, and that Trulay shall not be liable for any loss or damage arising from your failure to comply with these security obligations.
We reserve the right to suspend, restrict, or terminate your account, API access, or service at any time with or without cause, with or without notice, and with immediate effect. Grounds for suspension or termination include, but are not limited to, violation of these Terms, fraudulent or abusive activity, non-payment, or suspected security breaches.
Subject to the terms and conditions of these Terms, Trulay grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes in accordance with the Documentation and these Terms during the applicable Subscription Term.
Trulay grants you a limited, non-exclusive license to use the Documentation solely for your lawful internal business purposes related to your use of the Services.
You shall not, and shall not permit any third party to:
You are responsible for:
You represent and warrant that your use of the Services, including the transmission of any Content, complies with all applicable laws, regulations, and industry standards. You are solely responsible for determining which laws apply to your use case. This includes, without limitation:
You must not use the Services to:
Trulay reserves the right to suspend or terminate your access if we determine, in our sole discretion, that you have violated this Acceptable Use Policy.
You agree to pay the Fees specified in the applicable Order Form or as posted on our website. Fees are subject to change with 30 days' prior written notice. All fees are non-refundable except as expressly set forth in these Terms or the applicable Order Form.
Fees will be invoiced in advance on a monthly basis or as specified in the Order Form. Additional charges for usage exceeding pre-paid credits will be billed monthly in arrears.
Payment is due within 30 days of the invoice date unless otherwise specified. You authorize Trulay to charge your payment method on a recurring basis for all Fees. Late payments will incur interest at 1.5% per month (or the maximum rate permitted by law, whichever is less).
All Fees are exclusive of taxes, duties, levies, and similar assessments. You are responsible for all taxes, duties, or governmental charges imposed on or arising from these Terms or your use of the Services, except for taxes based on Trulay's net income.
If payment is not received within 30 days of the due date, Trulay may suspend or restrict access to the Services until payment is received in full. We will provide reasonable advance notice before doing so.
The Services, including all software, algorithms, designs, documentation, enhancements, and related materials, are and shall remain the exclusive property of Trulay and its licensors. These Terms do not grant you any ownership rights in the Services.
You retain all right, title, and interest in and to your Customer Data. Trulay does not claim ownership of your Customer Data and uses it solely to provide the Services as described in these Terms and the Privacy Policy.
"Trulay," "TRULAY," the Trulay logo, and other trademarks, service marks, and trade names of Trulay are for identification purposes only. Nothing in these Terms grants you the right to use Trulay's trademarks without prior written consent.
Any Feedback you provide becomes the sole and exclusive property of Trulay. You hereby assign to Trulay all right, title, and interest in and to any Feedback, including all Intellectual Property rights, and agree to execute any documents necessary to perfect such rights.
Your use of the Services is also governed by our Privacy Policy, which explains what information we collect, how we use it, and your rights. A copy of our Privacy Policy is available at all times at /privacy.
To the extent that you or your End Users are subject to the GDPR, the UK GDPR, or similar laws, and Trulay processes Personal Data on your behalf, the parties will enter into a Data Processing Agreement (DPA) that specifies the scope, nature, and purpose of processing activities.
We retain data for as long as necessary to provide the Services and fulfill the purposes described in these Terms, unless a longer retention period is required by law. Our data retention policy is described in detail in our Privacy Policy.
"Confidential Information" means any non-public information disclosed by one party to the other, either directly or indirectly, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose such information to any third party without the disclosing party's prior written consent; and (c) use such information solely for the purpose of performing or receiving the Services under these Terms.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is lawfully received from a third party without restriction.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.
NEITHER TRULAY NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS ON WHICH THEY ARE HOSTED ARE FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.
Trulay does not guarantee the delivery of any specific message, as delivery ultimately depends on third-party telecommunications carriers and networks that are beyond our control. We are not liable for any delays, failures, or nondelivery resulting from the actions or inactions of such third parties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRULAY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE TYPES OF LIABILITY SPECIFIED IN SECTION 12.3 BELOW, TRULAY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO TRULAY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
The limitations in Sections 12.1 and 12.2 do not apply to: (a) your indemnification obligations under Section 14; (b) your infringement of Trulay's Intellectual Property rights; (c) breaches of Sections 4.4, 5, or 10; or (d) claims arising from our gross negligence or willful misconduct.
You agree to defend, indemnify, and hold harmless Trulay, its affiliates, licensors, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your Customer Data or Content; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your infringement of any third-party rights.
Subject to the terms of this Section 13, Trulay will defend, indemnify, and hold you harmless from and against any third-party claim alleging that the Services, as provided by Trulay, infringe a patent issued as of the Effective Date or a copyright or trade secret under the laws of the United States, the European Union, or the United Kingdom. Trulay's obligations under this Section are contingent upon your: (a) prompt notification of the claim; (b) granting sole control of the defense and settlement to Trulay; and (c) reasonable cooperation.
Trulay has no indemnification obligations with respect to any claim arising from: (a) your modifications to the Services; (b) your combination of the Services with third-party products, services, or equipment; (c) your continued use of the Services after being notified of a potential infringement; or (d) third-party materials or technologies provided by you or at your direction.
Either party may terminate these Terms upon 30 days' written notice to the other party. Upon such termination, your right to use the Services will cease immediately.
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 30 days of receiving notice; (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) ceases to operate in the ordinary course of business.
Upon termination or expiration of these Terms for any reason: (a) all rights granted to you hereunder shall immediately cease; (b) you must immediately stop all use of the Services; (c) we may delete your account and all Customer Data in accordance with our data retention policies; and (d) Sections 4.4, 7, 8, 9, 10, 11, 12, 13, 14.3, 15, 16, and 17 shall survive.
Upon termination, we will delete your Customer Data within 30 days, except where we are required to retain it by law or for legitimate business purposes. We may retain cached or backup copies for a reasonable period as part of our standard retention processes.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.
Any dispute, controversy, or claim arising out of or relating to these Terms, including the breach, termination, or invalidity thereof, shall be finally settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted in English, and the seat of arbitration shall be Wilmington, Delaware, or remotely via video conference.
YOU AND TRULAY EACH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Unless both you and Trulay agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
These Terms, together with our Privacy Policy, Cookie Policy, any Order Forms, and any Data Processing Agreement, constitute the entire agreement between you and Trulay regarding the Services and supersede all prior and contemporaneous agreements, proposals, communications, and representations, whether oral or written.
We may revise these Terms from time to time. We will provide reasonable advance notice of any material changes by posting the updated Terms on our website or notifying you by email. The "Last Updated" date at the top of these Terms reflects the effective date of any changes. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms.
The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms must be in writing and signed by an authorized representative of the party granting the waiver.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
Neither party may assign or transfer these Terms, in whole or in part, without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. These Terms are binding upon and inure to the benefit of the parties and their respective successors and assigns.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by a Force Majeure Event. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.
All notices required or permitted under these Terms shall be in writing and will be deemed to have been given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by registered or certified mail, return receipt requested; or (d) sent by a nationally recognized express courier. Notices to Trulay should be sent to legal@trulay.co. Notices to you will be sent to the email address associated with your account.
These Terms do not create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other party or incur any obligation on behalf of the other party.
Both parties agree to comply with all applicable export control and sanctions laws and regulations. You agree not to export, re-export, or transfer the Services, directly or indirectly, to any prohibited or embargoed country or to any person or entity on any denied persons list or restricted party list.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, it will not affect the validity and enforceability of the remaining provisions. No joint venture, partnership, employment, or agency relationship is created between you and Trulay as a result of these Terms.
If you have any questions about these Terms of Service, please contact us at legal@trulay.co or at:
Trulay, Inc.
Legal Department
Email: legal@trulay.co